UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                 For the quarterly period ended January 31, 1997

                        Commission file number 000-23250

                              MARKET AMERICA, INC.
             (Exact name of registrant as specified in its charter)

        North Carolina                                          56-1784094
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                           7605-A Business Park Drive
                           Greensboro, North Carolina
                    (Address of principal executive offices)

                                      27409
                                   (Zip Code)

                                 (910) 605-0040
              (Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

               Yes   X                          No 
                   -----                           -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Number of shares  outstanding of each of the issuer's classes of common stock as
of March 12, 1997: 19,950,000


<PAGE>

                                     PART I


ITEM 1 Statement of Financial Position as of January 31, 1997 and April 30, 1996

       Statement of  Operations  for the Three and Nine Month Periods
       Ended January 31, 1997 and January 31, 1996

       Statement  of  Changes in  Stockholders'  Equity for the Three
       Month Periods Ended January 31, 1997 and January 31, 1996

       Statement of Cash Flows for the Three and Nine Month Periods Ended
       January 31, 1997 and January 31, 1996

       Notes to Financial Statements as of January 31, 1997

<PAGE>

MARKET AMERICA, INC.                       Statement of Financial Position as of
                                             January 31, 1997 and April 30, 1996
--------------------------------------------------------------------------------

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                 (Unaudited)
                                                 January 31,         April 30,
                                                    1997                1996
                                                -----------         -----------
<S>                                             <C>                 <C>        
CURRENT ASSETS                          
    Cash                                        $13,704,811         $10,455,908
    Advances to employees                             3,100               8,600
    Interest receivable                                                   1,236
    Notes receivable, employees                      67,349              58,379
    Inventories                                   1,156,511           1,020,117
    Prepaid federal income tax                      220,858
    Prepaid expenses                                 72,990              17,147
                                                -----------         -----------
        Total current assets                     15,225,619          11,561,387
                                                -----------         -----------
PROPERTY AND EQUIPMENT                  
    Furniture and equipment                         732,034             588,455
    Software                                        128,840             128,840
    Leasehold improvements                            2,570               2,570
                                                -----------         -----------
        Total property and equipment                863,444             719,865
    Less accumulated depreciation                   260,252             176,966
                                                -----------         -----------
        Net property and equipment                  603,192             542,899
                                                -----------         -----------
OTHER ASSETS                            
    Investments                                                         130,000
    Deposits                                            681                 681
    Notes receivable, employees                                           3,317
                                                -----------         -----------
        Total other assets                              681             133,998
                                                -----------         -----------
TOTAL ASSETS                                    $15,829,492         $12,238,284
                                                ============        ===========
                                     
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
    Accounts payable                            $   861,600        $  1,024,429
    Sales and payroll taxes payable                 148,629             233,515
    Commissions payable                           1,224,454           1,842,806
    Accrued compensation                             49,178             376,746
    Notes payable, related party                    165,700             292,714
    Current portion of obligation under    
      capital lease                                   3,375               2,921
    Current portion of notes payable                251,361             240,970
    Income taxes payable                            224,004           1,372,978
                                               ------------        ------------
        Total current liabilities                 2,928,301           5,387,079
                                               ------------        ------------
LONG-TERM DEBT, Including capital lease    
    obligation, net of current portion              301,937             324,355
                                               ------------        ------------
UNEARNED REVENUE                                    694,048             357,101
                                               ------------        ------------
STOCKHOLDERS' EQUITY                       
    Common stock $.00001 par value;        
      800,000,000 shares authorized;       
      19,950,000 shares issued and         
      outstanding                                      199                  199
    Additional paid-in capital                      39,801               39,801
    Retained earnings                           11,865,206            6,129,749
                                               -----------          -----------
        Total stockholders' equity              11,905,206            6,169,749
                                               -----------          -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $15,829,492          $12,238,284
                                               ===========         ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

<PAGE>

MARKET AMERICA, INC.        Statement of Cash Flows for the Three and Nine Month
                             Periods Ended January 31, 1997 and January 31, 1996
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                               Three Months Periods Ended    Nine Months Periods Ended
                                               --------------------------    -------------------------
                                               January 31,    January 31,    January 31,    January 31,
                                                   1997           1996           1997           1996
                                               -----------    -----------    -----------    -----------
<S>                                            <C>            <C>            <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                   $ 1,907,124    $ 1,075,914    $ 5,735,457    $ 2,885,903
    Add items not requiring the use of cash:
      Depreciation and amortization                 30,286         18,117         83,286         52,801
    Decrease in advances to employees               18,264         10,646          5,500          5,556
    (Increase) decrease in notes receivable          1,321        (48,929)        (5,656)       (48,929)
    Decrease in interest receivable                                                1,236
    (Increase) decrease in inventories             (42,951)        67,748       (136,394)      (307,799)
    (Increase) in prepaid expenses                 (63,823)       (26,967)       (55,843)       (30,753)
    (Increase) in prepaid income taxes            (220,858)                     (220,858)
    Increase (decrease) in accounts payable       (559,904)      (186,692)      (162,829)         8,100
    Increase (decrease) in taxes payable          (996,458)      (103,763)    (1,233,860)       511,666
    Increase (decrease) in commissions payable      65,210        (10,600)      (618,352)       278,550
    Increase (decrease) in accrued compensation    (20,875)         3,888       (327,568)       (83,606)
    Increase (decrease) in unearned revenue         89,385         84,660        336,947        (68,112)
    (Decrease) in notes payable, related parties   (11,923)                     (127,014)
    (Decrease) in notes payable                    (16,007)                       (9,434)
    (Decrease) in interest payable                                                               (7,109)
                                               -----------    -----------    -----------    -----------
  NET CASH FLOWS PROVIDED FROM
    OPERATING ACTIVITIES                           178,791        884,022      3,264,618      3,196,268
                                               -----------    -----------    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of furniture and equipment              (53,958)       (16,769)      (143,579)      (184,516)
  Decrease in deposits                                                                            5,500
  Sale of investments                                                            130,000
                                               -----------    -----------    -----------    -----------
  NET CASH FLOWS (USED)
    FROM INVESTING ACTIVITIES                      (53,958)       (16,769)       (13,579)      (179,016)
                                               -----------    -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Reduction in obligations under capital lease        (747)                       (2,136)
  Increase (decrease) in notes payable                             (3,441)                      303,625
                                               -----------    -----------    -----------    -----------
  NET CASH FLOWS PROVIDED (USED)
    FROM FINANCING ACTIVITIES                         (747)        (3,441)        (2,136)       303,625
                                               -----------    -----------    -----------    -----------
  TOTAL INCREASE IN CASH                           124,086        863,812      3,248,903      3,320,877

  CASH AT BEGINNING OF PERIOD                   13,580,725      5,287,105     10,455,908      2,830,040
                                               -----------    -----------    -----------    -----------
  CASH AT END OF PERIOD                        $13,704,811    $ 6,150,917    $13,704,811    $ 6,150,917
                                               ===========    ===========    ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

<PAGE>


MARKET AMERICA, INC.  Statement of Changes in Stockholders' Equity for the Three
                       Month Periods Ended January 31, 1997 and January 31, 1996
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                      Common Stock      Additional
                                  -------------------    Paid-in      Retained
                                    Shares     Amount    Capital      Earnings        Total
                                  ----------   ------   ----------   -----------   -----------
<S>                               <C>           <C>      <C>         <C>           <C>        
Balances at October 31, 1995      19,950,000    $199     $39,801     $ 2,751,403   $ 2,791,403

Net income                                                             1,075,914     1,075,914
                                  ----------    ----     -------     -----------   -----------

Balances at January 31, 1996      19,950,000    $199     $39,801     $ 3,827,317   $ 3,867,317
                                  ==========    ====     =======     ===========   ===========

Balances at October 31, 1996      19,950,000    $199     $39,801     $ 9,958,082   $ 9,998,082

Net income                                                             1,907,124     1,907,124
                                  ----------    ----     -------     -----------   -----------

Balances at January 31, 1997      19,950,000    $199     $39,801     $11,865,206   $11,905,206
                                  ==========    ====     =======     ===========   ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


<PAGE>


MARKET AMERICA, INC.        Statement of Operations for the Three and Nine Month
                             Periods Ended January 31, 1997 and January 31, 1996
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                   Three Months Periods Ended    Nine Months Periods Ended
                                   --------------------------    -------------------------
                                   January 31,    January 31,    January 31,    January 31,
                                       1997           1996           1997           1996
                                   -----------    -----------    -----------    -----------
<S>                                <C>            <C>            <C>            <C>        
SALES                              $15,960,661    $10,279,955    $47,144,117    $27,858,008

COST OF SALES                        3,345,007      2,248,549      9,069,149      5,977,932
                                   -----------    -----------    -----------    -----------
GROSS PROFIT                        12,615,654      8,031,406     38,074,968     21,880,076
                                   -----------    -----------    -----------    -----------
OPERATING EXPENSES
    Commissions                      7,820,018      4,647,010     22,095,398     12,650,553
    Salaries                           869,832        394,650      2,502,414        985,313
    Taxes                               81,948        114,057        378,989        299,898
    Advertising                         11,050          5,480         19,470         37,419
    Travel/entertainment                43,771         39,602        378,048        148,438
    Consulting                         102,354        147,096        302,074        726,302
    Freight                            561,638        452,695      2,077,141      1,124,486
    Professional fees                    4,363         65,071        318,778        331,948
    Office                             100,150         63,414        242,346        188,419
    Insurance                           17,152         31,836        152,333         74,948
    Rent                                56,907         62,086        226,422        138,189
    Telephone/utilities                 28,665         50,926        143,477        190,474
    Depreciation/amortization           30,286         18,117         82,764         52,801
    Interest                             1,377         58,671         17,808        113,600
    Leases                               4,178          4,746         29,102         16,479
    Cleaning/maintenance                10,760         12,256         81,168         38,815
    Bad debt expense                    33,832                       109,009
    Miscellaneous                        2,399         62,547          5,350        156,057
                                   -----------    -----------    -----------    -----------
        Total operating expenses     9,780,680      6,230,260     29,162,091     17,274,139
                                   -----------    -----------    -----------    -----------
INCOME FROM OPERATIONS               2,834,974      1,801,146      8,912,877      4,605,937
                                   -----------    -----------    -----------    -----------
OTHER INCOME (LOSS)
    Interest                           152,945         67,252        396,975        154,154
    Miscellaneous                       62,369         25,468        133,980         41,400
    Loss on sale of assets                                            (4,595)
                                   -----------    -----------    -----------    -----------
        Total other income             215,314         92,720        526,360        195,554
                                   -----------    -----------    -----------    -----------
INCOME BEFORE INCOME TAXES           3,050,288      1,893,866      9,439,237      4,801,491

PROVISION FOR FEDERAL/STATE
    INCOME TAXES                     1,143,164        817,952      3,703,780      1,915,588
                                   -----------    -----------    -----------    -----------
NET INCOME                         $ 1,907,124    $ 1,075,914    $ 5,735,457    $ 2,885,903
                                   ===========    ===========    ===========    ===========

NET INCOME PER SHARE               $       .09    $       .05    $       .28    $       .14
                                   ===========    ===========    ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

<PAGE>

ITEM 2 MANAGEMENT'S DISCUSSION  AND ANAYLSIS OF FINANCIAL  CONDITION AND RESULTS
       OF OPERATIONS

       As of May 1, 1996,  the  Company,  coming  off of a record  year of sales
       growth,  net income after tax, and earnings per share of $.26,  began its
       fifth year of operations.  The Company's sales have grown from $1,321,874
       in fiscal 1993;  $9,931,946  in fiscal 1994;  and  $19,592,056  in fiscal
       1995; to  $42,479,911  in the fiscal year ended April 30, 1996. The sales
       for the first quarter ended July 31, 1996 were  $15,684,671,  an increase
       over the first quarter  ended July 31, 1995,  of 110%.  The sales for the
       second quarter ended October 31, 1996, were $15,498,785, an increase over
       the second  quarter  ended  October 31,  1995,  of 54%. The sales for the
       third quarter ended January 31, 1997, were $15,960,661,  an increase over
       the third quarter ended January 31, 1996, of 55%. Earnings per share were
       $.011 for the fiscal year ended April 30, 1994,  $.04 for the fiscal year
       ended April 30, 1995,  and $.26 for the fiscal year ended April 30, 1996.
       Earnings per share for the quarter  ended  January 31,  1997,  were $.09,
       representing  an 80%  increase  over the $.05 per share  reported for the
       quarter  ended  January 31, 1996.  Earnings per share for the  cumulative
       nine month period ended January 31, 1997, were $.28, a 100% increase over
       the $.14  earnings per share for the  cumulative  nine month period ended
       January 31, 1996. In regard to liquidity, as of January 31, 1997, current
       assets exceeded  current  liabilities by $12, 297,318 for a current ratio
       of 5.2 to 1.

       The  Company  has been  successful  in the  selection  of  market  driven
       products   for   distribution   through  its   ever-growing   network  of
       "Unfranchise[TM]"   independent   contractors  known  as  Market  America
       Business  Development  Centers.  Products  currently  leading in consumer
       popularity are in the growing market of  preventative  health/homeopathic
       nutritional food  supplements  that focus on  antioxidants.  In addition,
       unique residential  maintenance products that are enzyme-based,  chemical
       free  and   environmentally   cohabitant   are  growing  in   popularity,
       specifically  in  stain-  removal,  drain  and pool  cleaners  and  plant
       additives  that enhance  growth.  The Company has recently  announced the
       resumption   of  unlimited   purchases  of  its  most  popular   product,
       Thermochrome  Select, which had been limited. The Company's product focus
       will  continue  to be on  consumables  that  are  highly  market  driven.
       Implementation  has begun to compound the current growth of product sales
       by the use of One to One  Marketing.  This is expected to build  customer
       loyalty through relationships cultivated to increase "share of customer."
       The  philosophy  is fairly  simple,  yet complex for other  companies  to
       implement.   Through   collaboration   between  the  Company,   supplier,
       manufacturer,  customer manager, and customer, customer share (the amount
       of dollars  expected  to be spent each  month by a customer  through  the
       "Unfranchise"[TM]) is expected to increase. Market America, Inc. plans to
       compile accurate  information  that will allow for mass  customization of
       products and services for  customers,  that is,  supplying  products that
       customers  actually  want  in  a  convenient,   enjoyable,   time  saving
       environment that will be competitively priced.

       New  visibility and image  enhancement  programs have been put into place
       for Market America, Inc. with the establishment of a world wide web site.
       The   Company   welcomes   the  world  to  visit  its  site   address  at
       WWW.Market.AmericaUSA.Com.  This  combines  with  the  Company's  ongoing
       public  relations  campaign  that is  expected  to improve on the already
       steady growth of new Market  America, Inc.  Unfranchises[TM] that average
       one new Unfranchise[TM] opening every 10 minutes of every day.

<PAGE>

ITEM 2 MANAGEMENT'S DISCUSSION AND  ANAYLSIS OF  FINANCIAL CONDITION AND RESULTS
       OF OPERATIONS -- continued

       To date, the geographic areas that generally have  experienced  growth of
       Market America,  Inc. Independent  Distributorships have been those areas
       that developed  meeting,  training,  and seminar systems.  Management has
       begun  to see the  development  of  these  systems  west  of the  Eastern
       Seaboard  and expects to realize the same type of growth as the  National
       Meeting,  Training,  and Seminar System (NMTSS) expands  throughout North
       America in 1997.  Market  America,  Inc.'s  NMTSS  provides  Distributors
       everywhere with a standardized,  coordinated,  and comprehensive business
       introduction,  training,  motivational,  and support system. Meetings are
       coordinated,  publicized,  and held in every geographical  location where
       there is  Distributor  organizational  growth.  The NMTSS is comprised of
       business  briefings,   training  sessions,   seminars,  and  conventions.
       Utilizing this system allows every Distributor  access to expert speakers
       and trainers  within Market  America,  Inc. and provides a means to build
       Unfranchises[TM] anywhere throughout the U.S., Canada, and the Caribbean.


<PAGE>


                                     PART II


ITEM 1            LEGAL PROCEEDINGS

                  During the period covered by this report, no legal proceedings
                  required to be reported became  reportable  events,  and there
                  were no material developments in or terminations of previously
                  reported proceedings.

ITEM 2            CHANGES IN SECURITIES

                  NONE

ITEM 3            DEFAULTS UPON SENIOR SECURITIES

                  NONE

ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  NONE

ITEM 5            OTHER INFORMATION

                  NONE

ITEM 6            EXHIBITS AND REPORTS ON FORM 8-K

                  (a)  EXHIBITS

                       The  exhibits  to this  report are listed in the  Exhibit
                       Index, which is incorporated herein by reference.

                  (b)  REPORTS ON FORM 8-K

                       NONE



<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                            MARKET AMERICA, INC.
                                            (Registrant)



Date                                        /s/                                 
     ----------------------                 ------------------------------------
                                            James H. Ridinger, President and CEO
                                            (Principal Executive Officer 
                                             and Principal Financial Officer)




<PAGE>



                              MARKET AMERICA, INC.

                             EXHIBITS TO FORM 10-Q

                                 EXHIBIT INDEX




Exhibit
Number                            Identification
-------                           --------------
    2(1)    Agreement and Plan of Merger dated as of October 1, 1993 between
            Atlantis Ventures, Inc. and Market America, Inc. and Addendum (to 
            same) dated October 1, 1993 (incorporated by reference to Exhibits 
            2.1 and 2.2, respectively, to the Company's Current Report on Form 
            8-K filed October 6, 1993, Commission File No. 000-23250)

3(i)(1)     Articles of Incorporation of the Company (incorporated by reference 
            to Exhibit 3.1 to the Company's Current Report on Form 8-K filed 
            with the Commission on November 3, 1993, Commission File No.
            000-23250)

3(i)(2)     Articles of Amendment of the Company (incorporated by reference to 
            Exhibit 3.3 to the Company's Annual Report on form 10-K filed with 
            the Commission on July 30, 1996, Commission File No. 000-23250)

  3(ii)     By-Laws of the Company (incorporated by reference to Exhibit 3.4 to 
            the Company's annual report on form 10-K filed with the Commission
            on July 30, 1996, Commission File No. 000-23250)

   4(1)     Article 2 of the articles of Incorporation of the Company 
            (incorporated by reference to Exhibit 3(i) to the Company's Current 
            Report on form 8-K filed with the Commission on November 3, 1993, 
            Commission File No. 000-23250)

   4(2)     Articles of Merger of Atlantis Ventures, Inc. and Market America, 
            Inc. (incorporated by reference to Exhibit 2.3 to the Company's 
            Current Report on Form 8-K filed with the Commission on November 3, 
            1993, Commission File No. 000-23250)

     27     Financial Data Schedule*

---------------
*  Filed herewith